Work-for-Hire Agreement - Delaware

DELAWARE COPYRIGHT WORK-FOR-HIRE AND FALLBACK-ASSIGNMENT AGREEMENT

Complete the eligibility schedules for every work and every creator. A
commissioned work is not a work made for hire merely because this agreement
calls it one. Use the assignment route for a work that does not satisfy the
statutory test, subject to any nonwaivable termination right.

This Agreement is entered into as of [EFFECTIVE DATE] by and between:

• Client: [LEGAL NAME], a [STATE] [ENTITY TYPE], at [ADDRESS] ("Client"); and
• Creator: [LEGAL NAME], a [STATE] [ENTITY TYPE / INDIVIDUAL], at [ADDRESS] ("Creator").

Client and Creator are each a "Party" and together the "Parties."

1. Project and documents

Creator will perform the services and deliver the works identified in Schedule
A. Each signed statement of work must specify the creators, deliverables,
milestones, acceptance criteria, fees, approved materials, and ownership route.
An unsigned estimate, purchase order, email, or platform record does not modify
this Agreement unless the Parties expressly incorporate it in a signed writing.

2. Relationship and authorship classification

2.1 Relationship

The Parties select the following relationship only after reviewing the actual
facts and applicable worker-classification law:

☐ Creator is Client's employee for the identified work.

☐ Creator is an independent contractor for the identified work.

☐ Other relationship: [________________________________]

The label above does not override the actual relationship. Schedule A must
identify who controls the manner and means of creation, the place and time of
work, tools, personnel, expenses, benefits, withholding, other clients, and any
employment, union, grant, university, government, or sponsor obligations.

2.2 Creator inventory

Creator may not add personnel or subcontractors unless Schedule A identifies
them and Client approves them in writing. Creator must obtain signed documents
from each contributor sufficient for the route selected in this Agreement.

3. Work-made-for-hire eligibility

3.1 Employee route

For each work marked "Employee" in Schedule A, the Parties intend work-made-
for-hire treatment only if the work is prepared by an employee within the scope
of employment. Schedule A must state the supporting duties, instructions,
timing, location, and other facts. If that test is not satisfied, Section 4
governs instead.

3.2 Specially ordered or commissioned route

For each work marked "Commissioned" in Schedule A, the Parties expressly agree
in this signed instrument that the work will be considered a work made for hire
only if it is specially ordered or commissioned for use as one of these
categories:

☐ contribution to a collective work

☐ part of a motion picture or other audiovisual work

☐ translation

☐ supplementary work

☐ compilation

☐ instructional text

☐ test

☐ answer material for a test

☐ atlas

Selected category and factual basis for each work: [________________________________]

A commissioned work outside the selected statutory category is not converted
into a work made for hire by this clause. Section 4 supplies the separate
fallback transfer.

3.3 Ownership of a qualifying work made for hire

For a work that satisfies Section 3.1 or 3.2, Client is the statutory author and
initial copyright owner unless Schedule B expressly states a different signed
agreement.

4. Copyright assignment fallback

4.1 Present assignment

To the extent a Work identified for Client ownership in Schedule B is not a
work made for hire, Creator hereby assigns to Client the copyright rights and
interests specifically selected in Schedule B, throughout the selected
territory and term. The assignment applies only to the identified Work and
selected rights; it does not transfer Creator's Background Materials or
third-party materials.

4.2 Timing and conditions

The assignment becomes effective:

☐ on execution of this Agreement

☐ when the applicable Work is created

☐ upon Client's payment of [AMOUNT / MILESTONE]

☐ other: [________________________________]

4.3 Termination-right review

Nothing in this Agreement is intended to waive or contract around a termination
right that applies under 17 U.S.C. § 203 or other controlling law. The Parties
must preserve the records needed to evaluate whether a Work is genuinely made
for hire and whether a grant is subject to termination.

4.4 Further assurances and recordation

Creator will sign reasonable confirmatory instruments consistent with the
rights actually granted. Schedule B must allocate responsibility and cost for
Copyright Office registration, recordation, deposits, applications, renewals,
enforcement decisions, and maintenance of chain-of-title records.

5. Background and third-party materials

"Background Materials" means materials owned or controlled by Creator before
the project or developed independently outside it. No Background Material or
third-party material is transferred unless Schedule C identifies it and states
the license or assignment terms.

Schedule C must address, as applicable, open-source and source-available code,
stock media, fonts, Creative Commons material, generative-AI systems and output,
data and databases, APIs, platform terms, client materials, trademarks,
likenesses, music, performances, and confidential information.

For approved Background Materials, Creator grants only this selected license:

Rights, territory, duration, media, users, sublicensing, transfer, source-file,
modification, support, and termination terms: [________________________________]

6. Visual-art and other personal rights

No copyright transfer in this Agreement is itself a waiver of rights under 17
U.S.C. § 106A. Do not use a blanket "moral rights" waiver.

If counsel confirms that an identified item is a work of visual art covered by
§ 106A and a waiver is requested, complete a separate Schedule D signed by the
author. Schedule D must specifically identify the work and every use to which
the waiver applies. Attribution, credit, editing, adaptation, conservation,
placement, removal, destruction, portfolio, name, image, likeness, voice,
performance, privacy, and publicity terms must be addressed separately.

7. Services, delivery, and acceptance

Silence, use, or payment is not deemed acceptance unless the signed statement
of work states the precise trigger and effect.

8. Fees, expenses, and taxes

9. Confidentiality, data, and security

10. Warranties, risk allocation, and insurance

No indemnity, fee shift, liability cap, exclusion of damages, insurance promise,
or automatic equitable remedy is created unless the Parties complete this
section after counsel review.

11. Termination and transition

12. Delaware and dispute-term selection

Delaware law and a Delaware forum are not mandatory merely because this file is
labeled Delaware. Counsel must review party locations, performance, subject
matter, conflict-of-law rules, court jurisdiction, venue, and enforceability.

13. General terms

14. Signatures

The Parties sign this Agreement, including the express commissioned-work
agreement in Section 3 and the fallback transfer in Section 4.

SCHEDULE A — WORK, CREATOR, AND ELIGIBILITY

SCHEDULE B — RIGHTS AND ASSIGNMENT MATRIX

SCHEDULE C — BACKGROUND AND THIRD-PARTY MATERIALS

Attach the completed inventory from Section 5 and every controlling license,
consent, release, attribution requirement, source-code notice, and approval.

SCHEDULE D — WORK-AND-USE-SPECIFIC § 106A WAIVER, IF APPLICABLE

Author: [________________________________]

Specifically identified work: [________________________________]

Specifically identified uses covered by the waiver: [________________________________]

After counsel review, the undersigned author expressly waives only the rights
under 17 U.S.C. § 106A that are identified here, and only for the work and uses
identified above. No other work, use, right, consent, license, or transfer is
included.

Author signature: __________________________ Date: [__/__/____]

This template is provided for informational purposes only and does not
constitute legal advice.